SANDISK ANNOUNCES EXPANDED CAPITAL RETURN PROGRAM

jul 31, 2013

MILPITAS, Calif., July 31, 2013 -SanDisk Corporation (NASDAQ:SNDK), a global leader in flash memory storage solutions today announced that it has expanded its capital return program with the initiation of a quarterly dividend and the authorization of $2.5 billion of additional stock repurchases. The company will complete part of this stock repurchase through a $1.0 billion Accelerated Share Repurchase ("ASR") agreement, which was entered into today.

The SanDisk Board of Directors has approved the initiation of a quarterly cash dividend of $0.225 per share of common stock, equivalent to an annual yield of approximately 1.6% based on the July 31, 2013 closing price of $55.12. On an annualized basis, this will return approximately $220 million to stockholders based on shares outstanding as of June 30, 2013. The first dividend payment will be made on August 30, 2013 to holders of record on August 12, 2013. Future dividend payments are subject to review and approval by the Board.

As of today, the company has entered into a $1.0 billion ASR agreement with a financial institution. Under the terms of the ASR, SanDisk will receive during the third fiscal quarter of 2013 an initial delivery of approximately 14.5 million shares based on current market prices. The final number of shares to be repurchased will be based on SanDisk's volume-weighted average stock price during the term of the agreement, which is expected to be completed no later than April 8, 2014.

The $2.5 billion of stock repurchase authorization brings the total amount authorized for stock repurchases to $3.75 billion. Approximately $2.1 billion remains available for repurchase following the execution of the $1.0 billion ASR agreement, year-to-date purchases of approximately $435 million and prior years' purchases.

"Today's announcements underscore our confidence in the company's business and our commitment to share our success with our shareholders," said Sanjay Mehrotra, president and chief executive officer of SanDisk. "The dividend provides immediate and ongoing returns to our shareholders, and we believe that utilizing our cash for share repurchases will add significantly to long-term shareholder value."

ABOUT SANDISK

SanDisk Corporation (NASDAQ: SNDK) is a global leader in flash memory storage solutions, from research and development, product design and manufacturing to branding and distribution for OEM and retail channels. Since 1988, SanDisk's innovations in flash memory and storage system technologies have provided customers with new and transformational digital experiences. SanDisk's diverse product portfolio includes flash memory cards and embedded solutions used in smart phones, tablets, digital cameras, camcorders, digital media players and other consumer electronic devices, as well as USB flash drives and solid-state drives (SSD) for the computing market. SanDisk's products are used by consumers and enterprise customers around the world.

SanDisk is a Silicon Valley-based S&P 500 and Fortune 500 company, with more than half its sales outside the United States. For more information, visit www.sandisk.com.

This press release contains certain forward-looking statements, including statements about our growth and profitability prospects, our intention to return capital to stockholders through dividends and stock repurchase programs, declare and pay future dividends, and pursue the above stock repurchase programs, the manner in which such programs may be implemented, our future level of investment under such programs and the timing of such investment, the number of shares expected to be repurchased pursuant to the ASR agreement, and contributions to long-term shareholder value, that are based on our current expectations and involve numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate and may significantly and adversely affect our business, financial condition and results of operations. Risks that may cause these forward-looking statements to be inaccurate include, among others, that the actual amount expended on stock repurchases will depend on a variety of factors including market conditions, the amount of cash generated and other factors; we are not obligated to repurchase any particular amount of common stock during any period; changes in our results of operations or financial conditions or strategic priorities may lead to a modification, suspension or cancellation of our dividend program or stock repurchase programs which may occur at any time at our discretion; we may change the manner in which we effectuate the stock repurchase programs; we may use substantially less than the total $3.75 billion allocated for stock repurchases under the additional stock repurchase program and the existing stock repurchase program; we may need to use our free cash flow for other aspects of our business; the timing and amount of any future dividends is subject to the declaration of such dividends by our Board, and will depend upon a number of factors, including our future results of operations, our financial condition and capital requirements, business conditions, covenants under loan agreements and other contractual arrangements; and other risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in our Securities and Exchange Commission filings and reports, including, but not limited to, our annual report on Form 10-K and our quarterly reports on Form 10-Q. We do not intend to update the information contained in this press release, which speak only as of the date hereof, except as may be required by law.